Common use of An Event of Termination for Good Reason Clause in Contracts

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; or (xi) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “"Event of Termination for Good Reason” " shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s 's position (including offices, titles and reporting requirements), authority, duties, status duties or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s 's title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s 's annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s 's annual base salary may be increased from time to time after that occurrence (the “"Base Salary”"); (v) reduce the Employee’s 's annual bonus to an amount less than the average ___% of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred Employee's Base Salary (the amount of such average is referred to herein as the “"Benchmark Bonus”"); (vi) relocate the Employee’s 's principal place of employment to a location office outside of a 50-mile radius from the Employee’s principal place metropolitan area of employment immediately prior to the first Change in Control of the CompanyOklahoma City, Oklahoma; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “"Basic Benefit Plans”"), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s 's participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s 's participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s 's other employee benefit plans, policies, programs and arrangements (the “"Other Benefit Plans”"), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) take any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to the Employee by the Company immediately before the occurrence of the first Change in Control of the Company or deprive the Employee of any material fringe benefit enjoyed by the Employee immediately before the occurrence of the first Change in Control of the Company; (x) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s 's vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (xxi) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s 's responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s 's principal executive offices; (xii) require the Employee to perform a majority of his duties outside the Company's principal executive offices for a period of more than 21 consecutive days or for more than 90 days in any calendar year; (xiii) fail to honor any provision of any employment agreement Employee has or may in the future have with the Company or fail to honor any provision of this Agreement; (xiv) give effective notice of an election to terminate at the end of the term or extended the term of any employment agreement Employee has or may in the future have with the Company in accordance with the terms of any such agreement; or (xixv) purport to terminate the Employee’s 's employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, if after a Change in Control of the CompanyControl, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status duties or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the CompanyControl, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location office outside of a 50-mile radius from the Employee’s principal place metropolitan area of employment immediately prior to the first Change in Control of the CompanyPhiladelphia, Pennsylvania; (viivi) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the CompanyControl, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the CompanyControl, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the CompanyControl, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the CompanyControl; (viiivii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control Control; (viii) take any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to the Employee by the Company immediately before the occurrence of the Companyfirst Change in Control or deprive the Employee of any material fringe benefit enjoyed by the Employee immediately before the occurrence of the first Change in Control; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the CompanyControl; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; (xi) require the Employee to perform a majority of his duties outside the Company’s principal executive offices for a period of more than 21 consecutive days or for more than 90 days in any calendar year; (xii) fail to honor any provision of any employment agreement Employee has or may in the future have with the Company or fail to honor any provision of this Agreement; (xiii) give effective notice of an election to terminate at the end of the term or extended the term of any employment agreement Employee has or may in the future have with the Company in accordance with the terms of any such agreement; or (xixiv) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than (x) $100,000, if the first Change in Control of the Company occurred prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2009, (y) the amount of the annual bonus earned by the Employee with respect to the fiscal year ended December 31, 2009, if the first Change in Control of the Company occurred after the Employee earned an annual bonus with respect to the fiscal year ended December 31, 2009, but prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2010 or (z) the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the applicable amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; or (xi) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “"Event of Termination for Good Reason” " shall have occurred if, after a Change in Control of the CompanyEffective Date, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s 's position (including offices, titles and reporting requirements), authority, duties, status duties or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilitiesCompany; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or was held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s 's title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewithresponsibilities; (iv) reduce the Employee’s 's annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s 's annual base salary may be increased from time to time after that occurrence (the “"Base Salary”"); (v) reduce relocate the Employee’s annual bonus to an amount less than the average 's principal office outside of the two annual bonuses earned by the Employee with respect to the two fiscal years metropolitan area of the Company immediately preceding the fiscal year City of the Company in which the first Change in Control of the Company occurred (the amount of such average is referred to herein as the “Benchmark Bonus”)Houston, Texas; (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement plan of the Company, Company in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company (including the Company's Employees' Profit Sharing and Savings Plan), or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan profit sharing, savings, retirement or pension plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s 's participation in any Basic Benefit Plan such plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s 's participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viiivii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s 's other employee benefit plans, policies, programs and arrangements plans (the “"Other Benefit Plans”"), including, but not limited to, including life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (viii) take any action that would directly or indirectly materially reduce any other benefits that were provided to the Employee by the Company immediately before the occurrence of the first Change in Control of the Company or deprive the Employee of any material fringe benefit enjoyed by the Employee immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s 's vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee comply with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive officesSection 8; or (xi) purport to terminate the Employee’s 's employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than (x) $100,000, if the first Change in Control of the Company occurred prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2007, (y) the amount of the annual bonus earned by the Employee with respect to the fiscal year ended December 31, 2007, if the first Change in Control of the Company occurred after the Employee earned an annual bonus with respect to the fiscal year ended December 31, 2007, but prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2008 or (z) the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the applicable amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; or (xi) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “"Event of Termination for Good Reason” " shall have occurred if, after a Change in Control of the CompanyEffective Date, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s 's position (including offices, titles and reporting requirements), authority, duties, status duties or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilitiesCompany; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event;the (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewithresponsibilities; (iv) reduce the Employee’s 's annual base salary Base Salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s 's annual base salary Base Salary may be increased from time to time after that occurrence (the “Base Salary”)occurrence; (v) reduce relocate the Employee’s annual bonus to an amount less than the average 's principal office outside of the two annual bonuses earned by the Employee with respect to the two fiscal years metropolitan area of the Company immediately preceding the fiscal year City of the Company in which the first Change in Control of the Company occurred (the amount of such average is referred to herein as the “Benchmark Bonus”)Houston, Texas; (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement plan of the Company, Company in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company (including the Company's Employees' Profit Sharing and Savings Plan), or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan profit sharing, savings, retirement or pension plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s 's participation in any Basic Benefit Plan such plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s 's participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viiivii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s 's other employee benefit plans, policies, programs and arrangements plans (the “"Other Benefit Plans”"), including, but not limited to, including life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (viii) take any action that would directly or indirectly materially reduce any other benefits that were provided to the Employee by the Company immediately before the occurrence of the first Change in Control of the Company or deprive the Employee of any material fringe benefit enjoyed by the Employee immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s 's vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee comply with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive officesSection 8; or (xi) purport to terminate the Employee’s 's employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.unless

An Event of Termination for Good Reason. An “"Event of Termination for Good Reason” " shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee Executive any duties inconsistent with the Employee’s Executive's position (including offices, titles and reporting requirements), authority, duties, status duties or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee Executive from, or fail to re-elect or appoint the Employee Executive to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee Executive immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s Executive's title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s Executive's annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s Executive's annual base salary may be increased from time to time after that occurrence (the “"Base Salary”"); (v) reduce the Employee’s Executive's annual bonus (x) to an amount less than $_______________ at any time on or prior to the third anniversary of the Effective Date, or (y) to an amount less than the average of the two annual bonuses earned by the Employee such Executive with respect to the two fiscal preceding years at any time after the third anniversary of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred Effective Date (the amount of such average determined pursuant to clause (x) or (y), as applicable, is referred to herein as the “"Benchmark Bonus”"); (vi) relocate the Employee’s Executive's principal place of employment to a location office outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control portion of the Companymetropolitan area of the City of Houston, Texas that is located within the highway known as "Beltway 8"; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “"Basic Benefit Plans”"), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee Executive was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee Executive was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s Executive's participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee Executive (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s Executive's participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee Executive with benefits substantially similar to those enjoyed by the Employee Executive under any of the Company’s 's other employee Executive benefit plans, policies, programs and arrangements (the “Other Benefit Plans”)arrangements, including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee Executive was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) take any action that would directly or indirectly materially reduce any other non-contractual benefits that were provided to the Executive by the Company immediately before the occurrence of the first Change in Control of the Company or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the occurrence of the first Change in Control of the Company; (x) fail to provide the Employee Executive with the number of paid vacation days to which the Employee Executive was entitled in accordance with the Company’s 's vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (xxi) fail to continue to provide the Employee Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s Executive's responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees Executives of the Company having comparable responsibility to the EmployeeExecutive, or (z) that are physically located at the Company’s 's principal executive offices; (xii) require the Executive to perform a majority of his duties outside the Company's principal executive offices for a period of more than 21 consecutive days or for more than 90 days in any calendar year; (xiii) fail to honor any provision of any employment agreement Executive has or may in the future have with the Company or fail to honor any provision of this Agreement; (xiv) give effective notice of an election to terminate at the end of the term or extended the term of any employment agreement Executive has or may in the future have with the Company in accordance with the terms of any such agreement; or (xixv) purport to terminate the Employee’s Executive's employment by the Company unless notice of that termination shall have been given to the Employee Executive pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than (x) $800,000, if the first Change in Control of the Company occurred prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2007, (y) the amount of the annual bonus earned by the Employee with respect to the fiscal year ended December 31, 2007, if the first Change in Control of the Company occurred after the Employee earned an annual bonus with respect to the fiscal year ended December 31, 2007, but prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2008 or (z) the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the applicable amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; or (xi) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.

An Event of Termination for Good Reason. An “Event of Termination for Good Reason” shall have occurred if, after a Change in Control of the Company, the Company shall: (i) assign to the Employee any duties inconsistent with the Employee’s position (including offices, titles and reporting requirements), authority, duties, status or responsibilities with the Company in effect immediately before the occurrence of the first Change in Control of the Company or otherwise make any change in any such position, authority, duties or responsibilities; (ii) remove the Employee from, or fail to re-elect or appoint the Employee to, any duties or position with the Company or any of its Affiliates that were assigned or held by the Employee immediately before the occurrence of the first Change in Control of the Company, except that a nominal change in the Employee’s title that is merely descriptive and does not affect rank or status shall not constitute such an event; (iii) take any other action that results in a material diminution in such position, authority, duties or responsibilities or otherwise take any action that materially interferes therewith; (iv) reduce the Employee’s annual base salary as in effect immediately before the occurrence of the first Change in Control of the Company or as the Employee’s annual base salary may be increased from time to time after that occurrence (the “Base Salary”); (v) reduce the Employee’s annual bonus to an amount less than (x) $800,000, if the first Change in Control of the Company occurred prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2012, (y) the amount of the annual bonus earned by the Employee with respect to the fiscal year ended December 31, 2012, if the first Change in Control of the Company occurred after the Employee earned an annual bonus with respect to the fiscal year ended December 31, 2012, but prior to the Employee earning an annual bonus with respect to the fiscal year ended December 31, 2013 or (z) the average of the two annual bonuses earned by the Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year of the Company in which the first Change in Control of the Company occurred (the applicable amount of such average is referred to herein as the “Benchmark Bonus”); (vi) relocate the Employee’s principal place of employment to a location outside of a 50-mile radius from the Employee’s principal place of employment immediately prior to the first Change in Control of the Company; (vii) fail to (x) continue in effect any bonus, incentive, profit sharing, performance, savings, retirement or pension policy, plan, program or arrangement (such policies, plans, programs and arrangements collectively being referred to herein as “Basic Benefit Plans”), including, but not limited to, any deferred compensation, supplemental executive retirement or other retirement income, stock option, stock purchase, stock appreciation, or similar policy, plan, program or arrangement of the Company, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company, or any substitute plan adopted by the Board of Directors and in which the Employee was a participant immediately before the occurrence of the last Change in Control of the Company, unless an equitable and reasonably comparable arrangement (embodied in a substitute or alternative benefit or plan) shall have been made with respect to such Basic Benefit Plan promptly following the occurrence of the last Change in Control of the Company, or (y) continue the Employee’s participation in any Basic Benefit Plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee (which are in any event always subject to the terms of any applicable Basic Benefit Plan) and the level of the Employee’s participation relative to other participants, as existed immediately before the occurrence of the first Change in Control of the Company; (viii) fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s other employee benefit plans, policies, programs and arrangements (the “Other Benefit Plans”), including, but not limited to, life insurance, medical, dental, health, hospital, accident or disability plans, in which the Employee was a participant immediately before the occurrence of the first Change in Control of the Company; (ix) fail to provide the Employee with the number of paid vacation days to which the Employee was entitled in accordance with the Company’s vacation policy in effect immediately before the occurrence of the first Change in Control of the Company; (x) fail to continue to provide the Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (y) that are both commensurate with the Employee’s responsibilities to and position with the Company immediately before the occurrence of the first Change in Control of the Company and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Company having comparable responsibility to the Employee, or (z) that are physically located at the Company’s principal executive offices; or (xi) purport to terminate the Employee’s employment by the Company unless notice of that termination shall have been given to the Employee pursuant to, and that notice shall meet the requirements of, Section 6.